REVISED CONSULTING AGREEMENT
FOR
AVI MIRMAN
SATX, INC. A NEVADA CORPORATION, (HEREINAFTER REFERRED TO AS "COMPANY") AND AVI
MIRMAN, (HEREINAFTER REFERRED TO AS "CONSULTANT") AGREES AS FOLLOWS:
1. CONSULTANT: Company hires Consultant and Consultant hereby
accepts consulting with the Company upon the terms and conditions hereinafter
set forth.
2. TERM OF CONSULTING AGREEMENT:
A. INITIAL TERM: The term of this Consulting Agreement
shall commence on June 1, 2000 and shall terminate on May 30, 2001, unless
otherwise extended or terminated as provided for under this agreement.
3. CONSULTANT'S DUTIES:
A. TITLE: Consultant shall serve as an independent
outside financial advisor to the Company. In that capacity, Consultant shall
provide introduction to business contacts, brokerage firms, and public relations
firms or provide additional services, acts, or things necessary to advise the
President and CEO of the Company, (Merritt Jesson).
B. LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant
agrees that to the best of his ability and experience he will at all times
loyally and conscientiously perform all of the obligations required of him
either expressly or implicitly by the terms of this agreement.
C. COMPETITIVE ACTIVITIES: During the term of this
agreement Consultant shall not, directly participate in any business that is in
competition in any manner whatsoever with the business of the Company.
D. TRADE SECRETS:
(i) The parties acknowledge and agree that during the term
of this agreement and in the course of the discharge of his consulting
hereunder, Consultant shall have access to and become acquainted with
information concerning the operation of the Company, including without
limitation, customers, financial, personnel, sales, planning, marketing and
other information that is owned by the Company and regularly used in the
operation of the Company's business and that this information constitutes the
Company's trade secrets.
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(ii) Consultant agrees that he shall not disclose any such
trade secrets, directly or indirectly, to any other person or use them in any
way, either during the term of this agreement or at any time thereafter, except
as is required in the course of his consulting with the Company. The
unauthorized use or disclosure of any of the Company's trade secrets obtained by
Consultant during his consulting with the Company shall constitute unfair
competition.
(iii) Consultant further agrees that all files, records,
documents, equipment and similar items relating to Company's business, whether
prepared by Consultant or others, are and shall remain exclusively the property
of the Company.
4. COMPENSATION:
A. BASE COMPENSATION: The Consultant shall receive
1,250,000 shares of Stock in SATX, Inc. with S-8 registration rights.
B. ADDITIONAL COMPENSATION: The Consultant shall receive
a total of 2,000,000 warrants in SATX, Inc. with exercise prices as follows:
500,000 @ $ .75
500,000 @ $1.25
500,000 @ $1.75
500,000 @ $2.25
C. SEVERANCE ALLOWANCE: Notwithstanding any provision of
this agreement, if, during the initial term of this agreement or any extension
thereof, the Company terminates this agreement without cause or materially
breaches this agreement, the Company shall pay Consultant, without setoff, the
balance owing under this agreement ("Severance Allowance") upon termination.
D. TAX WITHHOLDING: Consultant hereby acknowledges and
warrants that neither it, nor any of its employees or agents, will be treated as
an employee of the Company with respect to any services rendered to the Company
for any purpose whatever, including without limitation for the purpose of Social
Security, Federal or State Unemployment taxes or income tax withholding at any
source. Consultant shall be solely responsible for its Federal, State and Local
income taxes, if any.
5. EXPENSE ALLOWANCE: Company shall reimburse Consultant for all
business related expenses incurred by Consultant during the course of his
consulting on behalf of the Company.
6. TERMINATION:
A. TERMINATION FOR CAUSE: The Company reserves the right
to terminate this agreement, if Consultant willfully breaches or habitually
neglects his consulting duties which he is asked to perform under the terms of
this agreement, or commits such acts of dishonesty, fraud, misrepresentation or
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other acts of moral turpitude as would prevent the effective performance of his
consulting. Any outstanding stock options would be considered void as of the
date of termination.
B. TERMINATION BY CONSULTANT:Consultant may terminate
his obligations under this agreement by giving the Company at least 30 days (30)
notice in advance. If control in the company should in any way change from the
current President & CEO, (Merritt Jesson), consultant may terminate this
agreement immediately at his option.
7. CONSULTANT'S OBLIGATION AFTER TERMINATION:
A. SOLICITATION OF CUSTOMERS: The Consultant agrees that
for a period of one year (1) immediately following the termination of his
consulting with the Company, Consultant shall not directly or indirectly make
known to any person, firm, or corporation the names or addresses of any of the
customers of the Company or any other information pertaining to them, or call
on, solicit, take away, or attempt to call on, solicit, or take away any of the
acquaintances during his term of consulting with the Company, either for himself
or for any other person, firm, or corporation.
8. MEDIATION:
A. Any controversy between the parties involving the
construction or application of any terms, provisions, or conditions of this
agreement, shall on the written request of either party served on the other, be
submitted to mediation before a neutral third party. The parties shall share the
cost of mediation jointly.
9. ENTIRE AGREEMENT: This agreement supersedes any and all other
agreements, either written or oral, between the parties hereto with respect to
the consulting of the Consultant to the Company and contains all of the
covenants and agreements between the parties with respect to such consulting for
the Company in any manner whatsoever. Both parties must sign any modification to
this agreement.
10. PARTIAL INVALIDITY: If any part of this agreement shall be
determined by a court or mediator to be invalid, the remainder hereof shall be
construed as if the invalid portion has been omitted.
11. WAIVER: No waiver of any of the provisions of this agreement
shall be deemed or shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
12. LAW GOVERNING AGREEMENT: This agreement shall be governed by
and construed in accordance with the laws of the State of Florida.
Dated: June 12, 2000 SATX, INC.
/s/ MERRITT JESSON
---------------------------------
Merritt Jesson, President & CEO
Dated: June 12, 2000 AVI MIRMAN
/s/ AVI MIRMAN
--------------------------------
Avi Mirman
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